Offer Upon Elective Conversion Clause Samples

Offer Upon Elective Conversion. If any Stockholder desires to effect an elective conversion of any Shares (whether now owned or hereafter acquired) into shares of Class A Common Stock of the Corporation ("Class A Common"), as provided for in the Restated Certificate, the Stockholder shall first submit to all other Stockholders a written notice of the Stockholder's intent to convert his, her or its Shares into Class A Common, along with an offer to sell or exchange all or part of the Shares proposed to be converted, pursuant to this Section 2 (the "Conversion Notice"). Each Conversion Notice shall constitute dual, binding offers by the offering Stockholder to (A) sell all or part of such Shares for cash (the "Cash Offer") or (B) exchange all or part of such Shares for an equal number of shares of Class A Common (the "Exchange Offer"). (a) The offered Shares shall be allocated among the other Stockholders on the basis of the percentage of Shares then owned by them (excluding Shares owned by the offering Stockholder). Each offeree Stockholder shall have the right to purchase (by cash or exchange of shares of Class A Common) all or part of his, her or its allocated portion of the offered Shares. (b) Within ten (10) days of delivery of the Conversion Notice, each offeree Stockholder shall provide written notice to the offering Stockholder and all other Stockholders of his, her or its election to consider acceptance of either the Cash Offer or the Exchange Offer and, if he, she or it intends to consider a Cash Offer, the expiration date for the six month period referred to in subsection (c)(ii) below (if applicable). An election by an offeree Stockholder to consider the Cash Offer shall automatically terminate the Exchange Offer to such Stockholder and an election by an offeree Stockholder to consider the Exchange Offer shall automatically terminate the Cash Offer to such Stockholder. (c) For those offeree Stockholders electing to consider the Cash Offer (the "Cash Offerees"), the Cash Offer shall continue to be a binding offer of the offering Stockholder to sell until the later of, (i) the expiration of thirty (30) days after delivery of the Conversion Notice or (ii) 5:00 p.m. on the first business day subsequent to the expiration of the six month period following consummation, by any Cash Offeree, of any transaction treated as a nonexempt sale under Section 16(b) of the Securities Exchange Act of 1934, as amended (the later of such times is referred to herein as the "Cash Offer Expiration Da...